Novo Integrated Sciences, Inc. entered into a definitive share purchase agreement to acquire SwagCheck Inc. (SWAG) for $1 on December 23, 2022. Post completion, Swag will be a wholly owned subsidiary of the Novo and will own title to the Gems of Swag. The transaction is subject to certain customary closing conditions, including the parties shall have received all necessary approvals from all required Authorities to consummate the transaction; the parties executing a mutual Non-Disclosure Agreement; Novo Integrated Sciences shall have completed its due diligence investigation of SWAG to the its satisfaction; all regulatory approvals required by Novo in respect of the transaction shall have been received; Novo's Board of Directors shall have approved the agreement; a total amount of $90 mullion will be distributed as follows: (i) $60 million directly to the court-appointed receiver for the purchase of the OPHIR Collection by SWAG, and (ii) the Mark-up of $30 million directly for the benefit of the SWAGSHARE. The $90 million is to be provided by a competent financing party; provide SWAG with a binding Letter of Intent by a competent financing party for financing in the amount of at least $90 million by December 27, 2022 with a closing date no later than December 30, 2022 and other closing conditions.

As of December 30, 2022, parties entered into an Amendment agreement, pursuant to which, the condition for Novo to provide SWAG with a binding LOI has been deleted. Additionally, as per amendment, a total of $92 million will be distributed as follows: (i) $60 million will be distributed to the Receiver for the purchase of the Gems by SWAG, and (ii) a $32 million mark-up will be distributed directly for the benefit of the outgoing SWAG shareholders. The closing of the SWAG Purchase will occur no later than January 10, 2023. Laura Anthony of Anthony L.G. PLLC served as legal advisor to Novo.

Novo Integrated Sciences, Inc. cancelled the acquisition of SwagCheck Inc. (SWAG) for the fiscal year ended August 31 , 2023.